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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 4, 2025
Uniti
Group Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-42779 |
|
85-2262564 |
(State or other
jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification
No.) |
2101
Riverfront Drive, Suite A
Little
Rock, AR,
72202
(Address of Principal
Executive Offices)
Registrant’s telephone
number, including area code: (501) 850-0820
Not Applicable
(Former name or former
address, if changed since last report.)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which
registered |
| Common
Stock |
UNIT |
The
NASDAQ Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure
Uniti Group Inc. (the “Company” or
“Uniti”) has made available on its Investor Relations website certain supplemental materials regarding the Company’s
financial results and business operations (the “Supplemental Information”). The Supplemental Information is being furnished
herewith as Exhibit 99.1 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated
by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act,
except as otherwise expressly stated in such filing.
This Current Report on Form 8-K, including
the information furnished pursuant to Item 7.01 and the related Item 9.01 hereto, contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “projects,”
“will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Uniti may not actually achieve the plans, intentions or expectations
disclosed in its forward-looking statements, and you should not place undue reliance on the forward-looking statements. These statements
are based on management's current expectations and beliefs. Future results may differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements that Uniti makes. These forward-looking statements involve risks and uncertainties, known
and unknown, that could cause events and results to differ materially from those in the forward-looking statements, including, without
limitation: unanticipated difficulties or expenditures relating to the merger of Uniti and Windstream; competition and overbuilding in
consumer service areas and general competition in business markets; risks related to Uniti’s indebtedness, which could reduce funds
available for business purposes and operational flexibility; rapid changes in technology, which could affect its ability to compete; risks
relating to information technology system failures, network disruptions, and failure to protect, loss of, or unauthorized access to, or
release of, data; risks related to various forms of regulation from the Federal Communications Commission, state regulatory commissions
and other government entities and effects of unfavorable legal proceedings, government investigations, and complex and changing laws;
risks inherent in the communications industry and associated with general economic conditions; and additional factors described in our
reports filed with the SEC. Uniti expressly disclaims any obligation to release publicly any updates or revisions to any of the forward-looking
statements set forth in this presentation to reflect any change in its expectations or any change in events, conditions or circumstances
on which any statement is based.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Uniti
Group Inc. Pro Forma Supplemental Financial Information dated September 4, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 4, 2025 |
UNITI GROUP INC. |
| |
|
|
|
| |
By: |
/s/ Daniel L. Heard |
| |
|
Name: |
Daniel L. Heard |
| |
|
Title: |
Senior Executive Vice President, General Counsel & Secretary |
